The Ademi Firm is investigating Norfolk Southern (NYSE: NSC) for possible breaches of fiduciary duty and other violations of law in its transaction with Union Pacific.
In the transaction, shareholders of Norfolk Southern will receive 1.0 Union Pacific common share and $88.82 in cash for each Norfolk Southern share, implying a value of $320 per share. Norfolk Southern insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Norfolk Southern by imposing a significant penalty if Norfolk Southern accepts a competing bid. We are investigating the conduct of the Norfolk Southern board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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